This article will emphasize the importance of having a good underlying written contract between sales representatives and their principals. While “form” agreements may be available and are often used to attempt to recite the business relationship between parties, there is no substitute for a well-thought-out agreement that recites and accurately presents the relationship that the parties intend to follow.
In order to achieve this, an agreement must not only recite the undertakings by the parties but these must be viewed and clearly stated as obligations. Further, the contract should be one that embodies the laws of the state where, at … Read the rest
Parties enter into their contracts with the understanding that each will faithfully discharge their respective undertakings.
It is expected that each party will personally perform under the contract. Typically, contracts provide that the contract may not be assigned by a party without the consent of the other. But, what are the practical and thus legal restraints that these obligations impose on the parties? This article will address issues that may arise from a sales representative point of view, under such restraints, many of which may be avoided by simply anticipating possible future changes in the relationship with the principal.
Something … Read the rest
MANA continuously endeavors to provide educational aids for its members, agents and principals alike. Its most constant reminder is that you should consult your attorney before embarking on your contractual relationships. This is because the law is ever changing and as attorneys we attempt to not only stay abreast of legal developments but when possible to anticipate and avoid problems for our clients. We prefer to practice “preventive” rather than “remedial” law. Despite the 45+ years that I have practiced in the area of law involving sales distribution, I still see things that are overlooked not only by business persons … Read the rest
In previous articles and speeches, I have addressed you on international issues such as the relationship of the sales representative with foreign principals; contractual terms regarding international arbitration; and cultural and legal differences between “agent” and “representative.” Commercial globalization, however, is a metamorphosis, and as it evolves, it causes the business community, and at times our legal and business framework, to undergo its own changes. Unfortunately, the more at ease we are with it, the more lax we become about some of the rules that govern international trade, and we may miss changes that it brings to our domestic rules. … Read the rest
The following business tips were offered by Florentino Ramirez, Ramirez & Associates, P.C., Dallas, Texas. Ramirez, who has participated in the MANA-sponsored Attorney Symposiums, has previously been featured in the pages of Agency Sales magazine.
Preparation and due diligence are critical when it comes to representing international principals. Those and other points are emphasized in a list of steps manufacturers’ representatives should take prior to entering into an agreement with a foreign — not to mention a domestic — manufacturer.
Before negotiating, the rep should make every effort to gather as much information as possible concerning the foreign … Read the rest